"I learned a lot from Billy. He's well-prepared and smart. He has a good understanding of all aspects of the game. He's great to work with. I've got nothing but positive things to say about Billy."

O'Leary, who is in his 11th season as the head coach at Central Florida, was at Georgia Tech when he heard about O'Brien for the first time from Jim Bernhardt, a Brown University assistant who had coached O'Brien.

"I called Jim and asked if he knew someone smart enough to get into Georgia Tech's graduate school but dumb enough to want to coach," O'Leary said last week, laughing in his office on the sprawling UCF campus. "Jim said he had the perfect guy."

That "perfect guy" turned out to be O'Brien, 26, who had completed his second season as an assistant coach at his alma mater.

"Some GAs just want to get their master's degree, but Billy wanted to be a full-time coach," O'Leary said. "He had that 'it' factor that a lot of coaches don't have. You couldn't feed him enough information about coaching."

O'Brien is happy to admit how much he learned from O'Leary and Belichick and how much they've influenced his career.

"I love George," O'Brien said. "He made a big impact on me. He's been through a lot in his career, and you always want to bounce ideas off someone with his experience.

"He taught me about organization. You always knew what to expect. He also taught me about discipline. He created a tough team because of how we practiced and how he drove the team.

"Working for him wasn't easy. There were long hours and a lot of hard work. If it wasn't right, he wasn't happy. But he gave us our shot. He gave me my first chance to call plays."

Like O'Leary, Belichick promoted O'Brien from offensive assistant to running backs, quarterbacks and offensive coordinator during his five years with the Patriots.

"He's been a great friend and mentor to me," O'Brien said of Belichick. "I owe him a lot.

"I'm a guy that learns from watching people, and I learned a lot from watching Bill. I learned from his demeanor, how he never changed. He had such a consistent personality, and the team kind of fed off that."

O'Brien learned about scouting for the draft under Belichick.

"He'd send you out to evaluate prospects and report back to him," he said. "You could see he was teaching you to evaluate talent."

Well-rounded expertise

O'Brien was like a sponge around Belichick.

"I thought he did a great job of getting the team ready to go on a week-to-week basis," he said. "Those guys loved playing for him.

"We used to watch practice and games as a staff. I'd never done that. We'd watch the offensive practice first. He'd ask a lot of questions. Then we'd watch the defensive tape. After a while, you started learning about defense. That was his way of teaching you about defensive football.

"You paid attention, kept your mouth shut and took notes."

The foundation for O'Brien's expertise on both sides of the ball was cemented at Georgia Tech.

"I don't believe in specialists," O'Leary said. "Good coaches can coach any position. Billy has those attributes. He's also great at dealing with players and getting the most out of them. He's demanding but not in the way of harassment. He's bright and loyal."

That loyalty extends to his first NFL coaching staff. Through the years, Bernhardt became O'Brien's right-hand man and confidant. He's part of their first Texans staff as the director of football research.

Buffalo Bills coach Doug Marrone also was a graduate assistant on O'Leary's 1995 staff in Atlanta. Marrone and O'Brien have been best friends since they roomed together and drove to work together.

"The opening I had for Billy was on offense," O'Leary said. "He did a good job of utilizing his time and getting to know all phases of the game.

"As a GA, you usually have to tell them what to do and how to do it. He was handing me stuff that I was going to be asking for before I asked for it. He had a great idea about what the job entailed.

"He spent three years as a GA, and then I moved him to running backs to quarterbacks to coordinator."

Forever indebted

O'Brien has never forgotten O'Leary's generosity.

"He helped me a lot in the summer when, as a GA, you weren't making any money," O'Brien said. "One summer, he wrote me a check for 10 grand. He told me to stay there, break down film and that I didn't have to get a job that summer.

"He used to chew Red Man (tobacco). When I was a GA, he'd sent me out for a couple of packs, and he'd give me $200 and tell me to keep the change. He was an awesome guy."

O'Brien became so close to O'Leary that he introduced his girlfriend, Colleen, to his boss. She would later become his wife.

"I met her while I was working for him," O'Brien said. "When he met her, he asked, 'Who's that?' I said, 'That's Colleen, my girlfriend.' He said, 'You better not screw that up.' "

O'Brien coached eight years at Georgia Tech, the first seven under O'Leary. He hasn't made a coaching move without consulting his mentor, including the New England job.

"He called before and after his interview," O'Leary said. "I told him to go in and answer all the questions you have and understand you're going in as a guy that won't have a lot of say.

"Bill (Belichick) is a great coach. I think he saw what I saw, that the guy had great initiative and enthusiasm, was bright and could pick up the playbook quick. I think it was the right move from a professional growth standpoint.

"I thought Billy was going to learn under a good head coach and in a good system. I always told him to make sure the head coach is running the show.

"He also called (before O'Brien took the Penn State job in 2012) and asked what I thought. I said, 'Is there a reason?'

"Everybody has goals. I always told him if you're going to leave the NFL, make sure it's for a job that gives you full control. He wanted to be in charge. He took a chance. He's a strong-willed guy. He understood the situation. It wasn't easy, but he handled it extremely well."

Excels at self-evaluation

Not surprisingly, O'Leary predicts success for O'Brien with the Texans.

"There were other (NFL) openings, and I think he looked around to see who had the best personnel group and what were the key elements that needed help," O'Leary said. "I think the chemistry with the owner (Bob McNair) and general manager (Rick Smith) was what attracted him the most.

"The most important thing he has to do is to get the pieces in place so he can run his system. And it will be well-run. He understands he's going to be judged on what he does and not what the previous staff did.

"Billy's not afraid to say, 'Hey, I screwed up.' That's the sign of a very confident, secure coach. He'll point fingers at himself. He does a very good job of self-evaluation.